Attached files
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| EX-3.1 - Xinde Technology Co | v197162_ex3-1.htm |
| EX-14.1 - Xinde Technology Co | v197162_ex14-1.htm |
| EX-99.2 - Xinde Technology Co | v197162_ex99-2.htm |
| EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
| EX-99.4 - Xinde Technology Co | v197162_ex99-4.htm |
| EX-99.1 - Xinde Technology Co | v197162_ex99-1.htm |
| 8-K - Xinde Technology Co | v197162_8k.htm |
CHARTER
OF THE NOMINATING AND
CORPORATE
GOVERNANCE COMMITTEE
OF
XINDE
TECHNOLOGY COMPANY
(Adopted
as of September 16, 2010)
AUTHORITY
AND PURPOSE
The
Nominating and Corporate Governance Committee (the “Committee”) of Xinde
Technology Company, a Nevada corporation (the “Company”) is
appointed by the Company’s Board of Directors (the “Board”) to assist the
Board in identifying individuals qualified to become members of the Board,
consistent with criteria approved by the Board, selecting or recommending
nominees to the Board for election at the next annual meeting of shareholders,
develop and recommend to the Board applicable corporate governance principles,
and oversee the evaluation of the Board and management. The Committee
shall undertake those specific duties and responsibilities listed below and such
other duties as the Board shall from time to time prescribe.
POWERS
The
Committee shall be empowered, without the approval of the Board or management,
to engage and compensate independent legal, accounting and other advisors, as it
determines necessary to carry out its duties. The Committee shall
receive appropriate funding, as determined by the Committee, from the Company
for payment of: (a) compensation to any advisor employed by the
Committee; and (b) ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties.
The
Committee may form and delegate authority to subcommittees when
appropriate.
All
powers of the Committee are subject to the restrictions designated in the
Company’s Articles of Incorporation, as amended from time to time (the “Articles of
Incorporation”), and by applicable law.
COMMITTEE
MEMBERSHIP
The
Committee members (“Members”) shall be
appointed by the Board and shall serve at the discretion of the
Board. The Committee shall consist of such number of directors as
shall be determined by the Board.
Each
Member shall be an Independent Director (as defined below), subject to
exemptions provided for in the rules and regulations of the U.S. Securities and
Exchange Commission or the rules of the NASDAQ Stock
Market. “Independent Director” means a person who meets the then
current requirements for “independence” of the applicable rules and regulations
of the U.S. Securities and Exchange Commission and the rules of the NASDAQ Stock
Market.
Unless
otherwise directed by the Board, each Member shall serve until such Member is
removed by the Board, otherwise ceases to serve as a Member of the Board, or
until his or her successor has been duly appointed by the Board.
DUTIES
AND RESPONSIBILITIES
The
Committee shall be responsible for, among other things, the
following:
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(1)
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selecting
and recommending to the Board nominees for election or reelection to the
Board, or for appointment to fill any
vacancy;
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(2)
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reviewing
annually with the Board the current composition of the Board with regards
to characteristics such as independence, age, skills, experience and
availability of service to the
Company;
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(3)
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selecting
and recommending to the Board the names of directors to serve as members
of the Audit Committee and the Compensation Committee, as well as the
Nominating and Corporate Governance
Committee;
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(4)
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advising
the Board periodically with regards to significant developments in the law
and practice of corporate governance as well as the Company’s compliance
with applicable laws and regulations, and making recommendations to the
Board on all matters of corporate governance and on any remedial action to
be taken; and
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(5)
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monitoring
compliance with the Company’s Code of
Business Conduct and Ethics by the directors, officers and
employees of the Company, including reviewing the adequacy and
effectiveness of the Company’s procedures to ensure proper
compliance.
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In
considering potential new directors, the Committee shall review individuals from
various disciplines and backgrounds. The Committee shall be
responsible for identifying and recommending to the Board qualified candidates
for membership to the Board, based primarily on the following
criteria:
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(1)
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director
candidates shall have the highest personal and professional
integrity;
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(2)
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director
candidates shall have skills, business experience and industry knowledge
useful to the oversight of the Company based on the perceived needs of the
Company and the Board at any given
time;
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(3)
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director
candidates must be able and willing to devote the required amount of time
to the Company’s affairs, including attendance at Board meetings and
committee meetings;
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(4)
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director
candidates should have the interest, capacity and willingness, in
conjunction with the Board members, to serve the long-term interests of
the Company and its shareholders;
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(5)
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to
the extent considered appropriate by the Board, a director candidate may
be required to be a “financial expert” as defined in Section 407 of the
Sarbanes-Oxley Act of 2002; and
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(6)
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director
candidates shall be free of any personal or professional relationships
that would adversely affect their ability to serve the best interests of
the Company and its shareholders.
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A
director candidate shall have expertise, skills, knowledge and experience that,
when taken together with that of other members of the Board, will lead to a
Board that is effective, collegial and responsive to the needs of the
Company. In making its selection, the Committee shall bear in mind
that the foremost responsibility of a director of a Company is to represent the
interests of the shareholders as a whole.
The
Committee shall also give appropriate consideration to candidates for Board
membership recommended for nomination by its shareholders, and shall evaluate
such candidates in the same manner as other candidates identified to the
Committee.
Members
of the Committee shall discuss and evaluate possible candidates in detail prior
to recommending them to the Board.
The
Committee shall also be responsible for initially assessing whether a candidate
would be an Independent Director, subject to exemptions provided for in the
rules and regulations of the U.S. Securities and Exchange Commission or the
rules of the NASDAQ Stock Market.
PERFORMANCE
EVALUATION
The
Committee shall annually review and assess the adequacy of this Charter and
recommend any proposed changes to the Board for approval. The
Committee shall also perform an annual evaluation of its own performance, which
shall compare the performance of the Committee with the requirements of this
Charter. Such performance evaluation shall be conducted in such
manner as the Committee deems appropriate. The report to the Board
may take the form of an oral report by the Chairman of the Committee (the “Committee Chair”) or
any other Member of the Committee designated by the Committee to make this
report.
STRUCTURE
AND MEETINGS
The
Committee shall conduct its business in accordance with this Charter, the
Company’s Bylaws, the Articles Incorporation, and any direction set forth by the
Board. The Committee Chair shall be designated by the Board or, in
the absence of such a designation, by a majority of the Members. The
designated Committee Chair shall preside at each meeting of the Committee and,
in consultation with the other Members, shall set the frequency and length of
each meeting and the agenda of items to be addressed at each
meeting. In the absence of the designated Committee Chair at any
meeting of the Committee, the Members present at such meeting shall designate a
Committee Chair pro
tem to serve in that
capacity for the purposes of such meeting (not to include any adjournment
thereof) by majority vote. The Committee Chair (other than a
Committee Chair designated pro tem) shall ensure that the
agenda for each meeting is distributed to each Member in advance of the
applicable meeting.
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The
Committee shall meet at least once a year, at a time and place determined by the
Committee Chair, with further meetings to occur, or actions to be taken by
unanimous written consent, when deemed necessary or desirable by the Committee
or the Committee Chair. The Committee may establish its own schedule,
provided that it shall provide such schedule to the Board in
advance. Special meetings of the Committee may be called by or at the
request of any Member of the Committee or any of the Company’s executive
officers, in each case on at least twenty-four hours notice to each Member
unless such notice period is waived by the Members of the
Committee.
The
Committee shall report, at least annually, to the Board. Prior to the
annual meeting of shareholders, the Committee shall recommend to the Board the
persons who shall be the nominees of the Board of Directors for the election of
whom the Board shall solicit proxies. As part of this process, the
Committee shall consider candidates recommended by shareholders of the
Company.
A
majority of the appointed Members, but not less than two (2) Members, shall
constitute a quorum for the transaction of business. Members may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all Members participating in such meeting
can hear one another, and such participation shall constitute presence in person
at such meeting.
As
necessary or desirable, the Committee may invite any director, officer or
employee of the Company, or other persons whose advice and counsel are sought by
the Committee, to be present at meetings of the Committee.
Unless
the Committee by resolution determines otherwise, any action required or
permitted to be taken by the Committee may be taken without a meeting if all
Members consent thereto in writing and the writing or writings are filed with
the minutes of the proceedings of the Committee.
MINUTES
The
Committee shall maintain written minutes of its meetings, which minutes shall be
filed with the minutes of the meetings of the Board.
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